United States securities and exchange commission logo
May 17, 2022
Andrew Cross
Chief Financial Officer
Asian Infrastructure Investment Bank
AIIB Headquarters, Tower A
Asia Financial Center
No. 1 Tianchen East Road
Chaoyang District, Beijing 100101
People s Republic of China
Re: Asian
Infrastructure Investment Bank
Amendment No. 2 to
Registration Statement under Schedule B
Filed March 25,
2022
File No. 333-261099
Dear Mr. Cross:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Schedule B filed on March 25, 2022
Form 18-K for Fiscal Year Ended December 31, 2021
Exhibit 99.3
Economic Sanctions, page 34
1. We note your response
to prior comment 5 and the related disclosure on page 35. Please
revise to discuss
specifically whether AIIB s offering of debt securities in the United
States has been in
compliance with U.S. sanctions prohibiting activities within the United
States of new debt for
financing to persons determined to be subject to the Directives of
the Ukraine-/Russia-
related sanctions. In addition, please update this section to discuss
Andrew Cross
FirstName LastNameAndrew Cross
Asian Infrastructure Investment Bank
Comapany
May NameAsian Infrastructure Investment Bank
17, 2022
May 17,
Page 2 2022 Page 2
FirstName LastName
the impact of the new U.S. sanctions imposed upon Russia on April 6,
2022 or any other
recent developments or impact related to sanctions.
2. We note that Myanmar is a member of AIIB and that AIIB has approved
financing of
projects in Myanmar. Please describe the impact of sanctions on
Myanmar to AIIB's
funding of projects in Myanmar, including future projects.
3. Please update your disclosure where necessary to describe the status
of any of the Bank's
activities in, or related to, Russia or Belarus. In addition, please
revise this section in
general to include other material updates regarding sanctions,
including against Iran or
other countries, or advise us to confirm that there have not been any
other material
developments.
Exhibit 99.2
Asian Infrastructure Investment Bank - Auditor's Reports and Financial
Statements for the Year
Ended December 31, 2021
Note D3 Credit Risk, page 42
4. In order to enable investors to understand whether the credit risk of
your loan investments
has increased significantly since initial recognition, please disclose
total loan investments
by the Bank s internal ratings as described on pages 43 and 58.
Refer to IFRS 7.35 B and
F(a) and 7.B8.
General
5. We note your disclosure in Exhibit 99.2 to the Form 18-K for fiscal
year ended December
31, 2020, particularly the footnote to the table in note C2 to the
financial statements. The
note provides that, According to the Cooperation Agreement between
the Ministry of
Finance of China and AIIB and the agreement on the terms and
conditions of service as
the Administrator of the Finance Facility of the Multilateral
Cooperation Center for
Development Finance ( MCDF Finance Facility ), the Bank provides
services regarding
the preparation and administration of the MCDF Finance Facility,
respectively. Please
revise Exhibit 99.3 to the Form 18-K for fiscal year ended December
31, 2021, to describe
in greater detail the purpose and terms of the agreement. Also
consider whether this is a
related party transaction and if the agreement should be filed as an
exhibit.
6. We note your response to comment 5 in your letter dated February 18,
2022 that provides
AIIB enjoys immunity from every form of legal process, except in
cases arising out of or
in connection with the exercise of its power to raise funds, guarantee
obligations, or to buy
and sell securities ... Please disclose each permission or approval
that AIIB is required to
obtain from Chinese authorities to operate the bank and to offer the
securities being
registered to foreign investors. State whether you are covered by
permissions
requirements from the Chinese Securities Regulatory Commission,
Cyberspace
Administration of China or any other governmental agency that is
required to approve
AIIB s operations, and state affirmatively whether you have received
all requisite
Andrew Cross
Asian Infrastructure Investment Bank
May 17, 2022
Page 3
permissions or approvals. Please also describe the consequences to you
and your investors
if you: (i) do not receive or maintain such permissions or approvals (ii)
inadvertently
conclude that such permissions or approvals are not required, or (iii)
applicable laws,
regulations, or interpretations change and you are required to obtain
such permissions or
approvals in the future. If AIIB has relied upon the advice of counsel
with regard to
compliance with permissions and approvals from Chinese authorities,
please so state or
advise us why such advice was not sought. If an opinion of counsel was
sought, please
provide the opinion and counsel's consent.
7. Please revise to incorporate by reference into the registration statement
the Form 18-K for
the fiscal year ending December 31, 2021 as filed on March 31, 2022.
8. Please consider the Division of Corporation Finance's "Sample Letter
Regarding
Disclosures Pertaining to Russia s Invasion of Ukraine and Related
Supply Chain Issues"
and revise your registration statement to address any comments that apply
to AIIB or its
projects. In your response, please reference the specific comments in the
Sample Letter
for which you have provided revised disclosure.
9. Please provide disclosure of the co-financing framework agreements and
memoranda on
joint cooperation with other multilaterals development banks, and the
impact of those
arrangements on AIIB's operations and projects.
Please contact Tom Kluck at 202-551-3233 or Michael Coco at 202-551-3253
if you
have any questions.
Sincerely,
FirstName LastNameAndrew Cross Division of
Corporation Finance
Office of
International Corporate
Comapany NameAsian Infrastructure Investment Bank
Finance
May 17, 2022 Page 3
cc: Krystian Czerniecki
FirstName LastName